SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 2nd, 2016 • Enerpulse Technologies, Inc. • Motor vehicle parts & accessories • New York
SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of July 27, 2016, by and among Enerpulse Technologies, Inc., a Nevada corporation, with headquarters located at 2451 Alamo Ave. NE, Albuquerque, New Mexico 87106 (the “Company”), and the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 2nd, 2017 • Enerpulse Technologies, Inc. • Motor vehicle parts & accessories • New York
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of January 26, 2017, by and among Enerpulse Technologies, Inc., a Nevada corporation, with headquarters located at 2451 Alamo Ave SE, Albuquerque, New Mexico 87106 (the “Company”), and the investors listed on the Schedule of Buyers attached hereto (each, a “Buyer” and collectively, the “Buyers”).
ContractEnerpulse Technologies, Inc. • March 13th, 2014 • Motor vehicle parts & accessories
NEITHER THESE SECURITIES NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THESE SECURITIES HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THESE SECURITIES AND THE SECURITIES ISSUABLE UPON EXERCISE OF THESE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT SECURED BY SUCH SECURITIES.
ContractL2 Medical Development Co • September 20th, 2013 • Motor vehicle parts & accessories • Delaware
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AND PURSUANT TO THE PROVISIONS OF ARTICLE 5 BELOW, MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAW OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS EXEMPT FROM REGISTRATION.
5,000,000 SHARES OF COMMON STOCK 5,000,000 WARRANTS TO PURCHASE 7,500,000 SHARES OF COMMON STOCK ENERPULSE TECHNOLOGIES, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • May 16th, 2014 • Enerpulse Technologies, Inc. • Motor vehicle parts & accessories • New York
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 2nd, 2017 • Enerpulse Technologies, Inc. • Motor vehicle parts & accessories • New York
SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of January 26, 2017, by and among Enerpulse Technologies, Inc., a Nevada corporation, with headquarters located at 2451 Alamo Ave. NE, Albuquerque, New Mexico 87106 (the “Company”), and the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • September 10th, 2013 • L2 Medical Development Co • Blank checks • Nevada
This Indemnification Agreement (this “Agreement”), dated as of __________, 2013, is made by and between L2 Medical Development Company, a Nevada corporation (the “Company”), and the undersigned, who is either a director or an officer (or both) of the Company (the “Indemnitee”), with this Agreement to be deemed effective as of the date that the Indemnitee first assumed either such capacity at the Company.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 2nd, 2016 • Enerpulse Technologies, Inc. • Motor vehicle parts & accessories • New York
SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of July 27, 2016, by and among Enerpulse Technologies, Inc., a Nevada corporation, with headquarters located at 2451 Alamo Ave. NE, Albuquerque, New Mexico 87106 (the “Company”), and Passaic River Capital LLC (the “Buyer”).
ENERPULSE TECHNOLOGIES, INC. WARRANT AGENCY AGREEMENTWarrant Agency Agreement • May 6th, 2014 • Enerpulse Technologies, Inc. • Motor vehicle parts & accessories • New York
WARRANT AGENCY AGREEMENT (this “Warrant Agreement”) made as of [___________], 2014 (the “Issuance Date”), between Enerpulse Technologies, Inc., a Nevada corporation, with offices at 2451 Alamo Ave SE, Albuquerque, New Mexico, 87106 (“Company”), and Securities Transfer Corporation, with offices at 2591 Dallas Parkway, Suite 102, Frisco, TX 75034 (“Warrant Agent”).
PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • February 2nd, 2017 • Enerpulse Technologies, Inc. • Motor vehicle parts & accessories • New York
PLEDGE AND SECURITY AGREEMENT, dated as of January 26, 2017 (this “Agreement”), made by Enerpulse Technologies, Inc., a Nevada corporation (the “Company”), Enerpulse, Inc., a Delaware corporation (“Enerpulse”) and each other Subsidiary of the Company hereafter becoming party hereto (together with the Company and Enerpulse, each a “Grantor” and, collectively, the “Grantors”), in favor of Passaic River Capital LLC, in its capacity as collateral agent (in such capacity, the “Collateral Agent”) for the Buyers (as defined below) party to the Securities Purchase Agreements, dated as of even date herewith (as amended, restated, supplemented or otherwise modified from time to time, the “Securities Purchase Agreements”).
STOCK PURCHASE AGREEMENTStock Purchase Agreement • May 10th, 2012 • SMSA Katy Acquisition Corp • Blank checks • Texas
This STOCK PURCHASE AGREEMENT (this “Agreement”) is dated as of May 9, 2012, between SMSA Katy Acquisition Corp., a Nevada corporation (“SMSA”), and Matthew Lipton, an individual residing at 13050 Pennystone Drive, Farmers Branch, Texas 75244 (the “Purchaser”).
New Mexico Commercial Lease AgreementMexico Commercial Lease Agreement • March 31st, 2015 • Enerpulse Technologies, Inc. • Motor vehicle parts & accessories • New Mexico
This Commercial Lease Agreement ("Lease") is made and effective March 1, 2014, by and between New Mexico Fluid Systems Tech, LLC ("Landlord") and Enerpulse, Inc ("Tenant").
CONFIDENTIAL TREATMENT REQUESTED Portions of this exhibit indicated by “[***]” have been omitted, and such omitted portions have been filed separately with the Securities and Exchange Commission (SEC). Confidential treatment has been requested with...Confidential Treatment • November 7th, 2014 • Enerpulse Technologies, Inc. • Motor vehicle parts & accessories • New Mexico
AGREEMENT made this 1st day of October, 2014 by and between Enerpulse Technologies, Inc., with offices at 2451 Alamo Ave. NE, Albuquerque, NM, 87106 (hereinafter, MANUFACTURER), and Green Bridge Technologies LLC, with offices at 54790 Grand River Ave., New Hudson, MI, 48165 (hereinafter DISTRIBUTOR). MANUFACTURER and DISTRIBUTOR may be referred to hereinafter, together, as the “Parties” and individually as a “Party.”
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 2nd, 2017 • Enerpulse Technologies, Inc. • Motor vehicle parts & accessories • New York
SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of January 26, 2017, by and among Enerpulse Technologies, Inc., a Nevada corporation, with headquarters located at 2451 Alamo Ave. NE, Albuquerque, New Mexico 87106 (the “Company”), and Passaic River Capital LLC (the “Buyer”).
GUARANTYGuaranty • February 2nd, 2017 • Enerpulse Technologies, Inc. • Motor vehicle parts & accessories • New York
GUARANTY, dated as of January 26, 2017, made by the undersigned (together with each other Person that executes a joinder agreement and becomes a “Guarantor” hereunder each a “Guarantor”, and collectively, the “Guarantors”), in favor of the “Buyers” (as defined below) party to the Securities Purchase Agreements referenced below.
FORM OF SECURITIES PURCHASE AGREEMENTForm of Securities Purchase Agreement • February 20th, 2015 • Enerpulse Technologies, Inc. • Motor vehicle parts & accessories • New York
SECURITIES PURCHASE AGREEMENT (the "Agreement"), dated as of February [__], 2015, by and among Enerpulse Technologies, Inc., a Nevada corporation, with headquarters located at 2451 Alamo Ave. NE, Albuquerque, New Mexico 87106 (the "Company"), and the investors listed on the Schedule of Buyers attached hereto (individually, a "Buyer" and collectively, the "Buyers").
TRUST AGREEMENT ENERPULSE, INC. (2011 NON-QUALIFIED DEFERRED COMPENSATION PLAN)Trust Agreement • October 18th, 2013 • Enerpulse Technologies, Inc. • Motor vehicle parts & accessories • New Mexico
This Trust Agreement (the “Trust Agreement”) is made and entered as of this 20th day of December, 2011 by and between Enerpulse Inc., a corporation organized under the laws of the State of Delaware (the “Company”) and The First National Bank of Santa Fe, Corporate Trust Department, Santa Fe, New Mexico as Trustee (the “Trustee”).
NOTE PURCHASE AGREEMENTSecurity Agreement • March 19th, 2014 • Enerpulse Technologies, Inc. • Motor vehicle parts & accessories • Delaware
This Note Purchase Agreement (this “Agreement”) is dated as of March 3, 2014, between Enerpulse Technologies, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, a “Purchaser” and collectively, the “Purchasers”).
WARRANT EXCHANGE AGREEMENTWarrant Exchange Agreement • August 2nd, 2016 • Enerpulse Technologies, Inc. • Motor vehicle parts & accessories • New York
THIS WARRANT EXCHANGE AGREEMENT, dated as of July 27, 2016 (this “Agreement”) is entered into by and among Enerpulse Technologies, Inc., a Nevada corporation (the “Company”), and the undersigned holder of the Company’s warrants (collectively, the “Holder”).
L2 MEDICAL DEVELOPMENT COMPANY Restricted Stock Award AgreementRestricted Stock Award Agreement • September 10th, 2013 • L2 Medical Development Co • Blank checks • Nevada
AMENDED AND RESTATED MARKETING AGREEMENTAmended and Restated Marketing Agreement • March 13th, 2014 • Enerpulse Technologies, Inc. • Motor vehicle parts & accessories • Delaware
THIS AMENDED AND RESTATED MARKETING AGREEMENT (the "Agreement") is made effective this 12th day of February 2014 (the "Effective Date"), by and between Freepoint Commerce Marketing LLC ("FREEPOINT") and Enerpulse, Inc. ("ENERPULSE") (ENERPULSE and FREEPOINT being sometimes referred to in the singular as "Party" and collectively as "Parties"). This Agreement supersedes, amends, and replaces the Marketing Agreement entered into by and between Freepoint Commerce Marketing LLC and Enerpulse, Inc. dated August 16th, 2013.
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • September 10th, 2013 • L2 Medical Development Co • Blank checks • New Mexico
This agreement is made between ENERPULSE, Inc. located at 2301 Yale Boulevard, SE, Albuquerque, NM (COMPANY) and Louis S. Camilli located at 1314 Sigma Chi, Albuquerque, NM (EXECUTIVE).
AGREEMENT AND PLAN OF MERGER by and among L2 Medical Development Company, Enerpulse Merger Sub, Inc., and Enerpulse, Inc. dated as of September 4, 2013Agreement and Plan of Merger • September 10th, 2013 • L2 Medical Development Co • Blank checks • Nevada
THIS AGREEMENT AND PLAN OF MERGER (the “Agreement”), is made and entered into as of September 4, 2013, by and among L2 Medical Development Company, a Nevada corporation (“Parent”), Enerpulse Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), and Enerpulse, Inc., a Delaware corporation (the “Company”). Certain other capitalized terms used in this Agreement are defined in Exhibit A attached hereto.
New Mexico Commercial Lease AgreementNew Mexico Commercial Lease Agreement • September 10th, 2013 • L2 Medical Development Co • Blank checks • New Mexico
This Commercial Lease Agreement ("Lease") is made and effective March 1, 2012, by and between New Mexico Fluid Systems Tech, LLC ("Landlord") and Enerpulse, Inc ("Tenant").
ENERPULSE, INC. CAMILLI STOCK BUYOUT AGREEMENTCamilli Stock Buyout Agreement • September 10th, 2013 • L2 Medical Development Co • Blank checks • Colorado
THIS STOCK BUYOUT AGREEMENT (this "Agreement") is made effective as of the 20th day of January, 2004, by and between Enerpu l se, Inc., a Delaware corporation (the "Corporation"), and Louis Camilli (the "Shareholder").
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 2nd, 2016 • Enerpulse Technologies, Inc. • Motor vehicle parts & accessories • New York
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of July 27, by and among Enerpulse Technologies, Inc., a Nevada corporation, with headquarters located at 2451 Alamo Ave SE, Albuquerque, New Mexico 87106 (the “Company”), and the investors listed on the Schedule of Buyers attached hereto (each, a “Buyer” and collectively, the “Buyers”).
SENIOR SECURED CONVERTIBLE NOTE AMENDMENT AGREEMENT AND WAIVERSenior Secured Convertible Note Amendment Agreement and Waiver • August 2nd, 2016 • Enerpulse Technologies, Inc. • Motor vehicle parts & accessories • New York
THIS SENIOR SECURED CONVERTIBLE NOTE AMENDMENT AGREEMENT AND WAIVER (this “Agreement”) is made and entered into as of July 27, 2016, by and between Enerpulse Technologies, Inc., a Nevada corporation (the “Company”), and the noteholder listed on the signature page hereto (the “Noteholder”).
FORM OF GUARANTYEnerpulse Technologies, Inc. • February 20th, 2015 • Motor vehicle parts & accessories • New York
GUARANTY, dated as of February __, 2015, made by the undersigned (together with each other Person that executes a joinder agreement and becomes a "Guarantor" hereunder each a "Guarantor", and collectively, the "Guarantors"), in favor of the "Buyers" (as defined below) party to the Securities Purchase Agreement referenced below.
FORM OF PLEDGE AND SECURITY AGREEMENTForm of Pledge and Security Agreement • February 20th, 2015 • Enerpulse Technologies, Inc. • Motor vehicle parts & accessories • New York
PLEDGE AND SECURITY AGREEMENT, dated as of February __, 2015 (this "Agreement"), made by Enerpulse Technologies, Inc., a Nevada corporation (the "Company"), Enerpulse, Inc., a Delaware corporation ("Enerpulse") and each other Subsidiary of the Company hereafter becoming party hereto (together with the Company and Enerpulse, each a "Grantor" and, collectively, the "Grantors"), in favor of AIGH Investment Partners, LLC, in its capacity as collateral agent (in such capacity, the "Collateral Agent") for the Buyers (as defined below) party to the Securities Purchase Agreement, dated as of even date herewith (as amended, restated, supplemented or otherwise modified from time to time, the "Securities Purchase Agreement").
SECURITY AGREEMENTSecurity Agreement • March 25th, 2014 • Enerpulse Technologies, Inc. • Motor vehicle parts & accessories • Delaware
THIS SECURITY AGREEMENT ( as it may be amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) is made as of March 19, 2014 (“Effective Date”) by and between Ergo Strategic Partners, LLC (the “Agent”), in its capacity as collateral agent hereunder (the “Collateral Agent”) for the purchasers (each a “Secured Party” and collectively, the “Secured Parties”) party to the Purchase Agreement (as defined below) and Enerpulse Technologies, Inc., a Nevada corporation (the “Company”).
SENIOR SUBORDINATED SECURED CONVERTIBLE NOTE AMENDMENT AGREEMENT AND WAIVERSubordinated Senior Secured Convertible Note Amendment Agreement and Waiver • February 2nd, 2017 • Enerpulse Technologies, Inc. • Motor vehicle parts & accessories • New York
THIS SUBORDINATED SENIOR SECURED CONVERTIBLE NOTE AMENDMENT AGREEMENT AND WAIVER (this “Agreement”) is made and entered into as of January 26, 2017, by and between Enerpulse Technologies, Inc., a Nevada corporation (the “Company”), and the noteholder listed on the signature page hereto (the “Noteholder”).
SETTLEMENT AGREEMENTSettlement Agreement • August 29th, 2014 • Enerpulse Technologies, Inc. • Motor vehicle parts & accessories • New York
This Settlement Agreement (this "Agreement"), dated as of August 25, 2014, between Enerpulse Technologies, Inc., a Nevada corporation (the "Company"), and Gordian Group, LLC, a Delaware limited liability company ("Gordian"). The parties hereto are sometimes hereinafter referred to collectively as the "Parties" and individually as a "Party."
ENERPULSE, INC. WARRANTL2 Medical Development Co • September 10th, 2013 • Blank checks • Delaware
This Warrant is issued, for value received, to ___________________________________ (the “Investor” or the “Holder”), by Enerpulse, Inc., a Delaware corporation (the “Company”), in connection with the sale by the Company to the Holder of certain shares of Series C Preferred Stock, par value $0.001 per share (the “Series C Preferred Stock”) pursuant to that certain Series C Preferred Stock Purchase Agreement dated April __, 2011 (the “Purchase Agreement”).
UNSECURED NOTEL2 Medical Development Co • September 10th, 2013 • Blank checks
FOR VALUE RECEIVED, ENERPULSE, INC., a Delaware corporation, successor by merger to Enerpulse, Inc., formerly Combustion Technology Products, Corp., a Florida corporation, with an address at 2451 Alamo Ave. SE, Albuquerque, New Mexico 87106, hereinafter referred to collectively as the “Borrower”, promises to pay to the order of LWM, LLC, a Pennsylvania limited liability company with offices and a principal place of business in the City of Latrobe, Westmoreland County, Pennsylvania, hereinafter referred to as the “Lender”, in lawful money of the United States of America in immediately available funds at such location as the Lender may designate from time to time, the principal sum of One Hundred Sixty-Six Thousand Two Hundred Seventy-One Dollars and 00/100, with interest, payable on September 5, 2016.
NOTE PURCHASE AGREEMENTNote Purchase Agreement • March 13th, 2014 • Enerpulse Technologies, Inc. • Motor vehicle parts & accessories • Delaware
This Note Purchase Agreement (this “Agreement”) is dated as of March 3, 2014, between Enerpulse Technologies, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, a “Purchaser” and collectively, the “Purchasers”).
